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During the process of establishing a company, one document is indispensable, that is the articles of association, which we are familiar with. Then what is the articles of association? What are the characteristics of the articles of association? What does it do?
What is the articles of association?
The articles of association is the basic document formulated by each company according to law, including the company name, office residence, business scope of the company, operation and management system and other important matters. It exists in the form of written documents, is a necessary document of the company, and is used to fix the basic rules of the company's organization and activities.
The characteristics of the articles of association
1.Legality. The legality mainly emphasizes that the legal status, main contents, modification procedures and effectiveness of the articles of association are mandatory by law, and no company shall violate them. The articles of association is one of the necessary conditions for the establishment of a company. Whether the establishment of a limited liability company or a joint stock limited company, all shareholders or promoters must conclude the articles of association, and must submit to the company registration authority for registration when establishing the company.
2. Authenticity. Authenticity mainly emphasizes the fact that the content recorded in the articles of association of the company must be objective and consistent with reality.
3. Autonomy. Autonomy is mainly reflected in the following aspects: First, the articles of association, as a code of conduct, are formulated by the company according to law, not by the state, and are the result of the consensus expressed by shareholders of the company; Secondly, the articles of association is a code of conduct outside the law, which is carried out by the company itself without national compulsion; Thirdly, the articles of association, as the internal rules of the company, have the effect only on the company and the relevant parties, but do not have the general binding force.
4. Openness. Openness is mainly for corporations. The contents of the articles of association should not only be made public to investors, but also to the general public including creditors.
The role of the articles of association
1. The most important conditions and documents for the establishment of the company
The establishment procedure of a company shall begin with the establishment of articles of association and end with the establishment registration. China's Company Law clearly stipulates that the establishment of articles of association is one of the conditions for the establishment of a company. The examining and approving authority and the registration authority shall examine the articles of association to decide whether to grant approval or grant registration. A company without articles of incorporation cannot be approved or registered.
2. The articles of association is the basic legal document to determine the rights and obligations of the company
Once the articles of association are approved by the relevant department and approved by the company registration authority, they shall have legal effect externally. The company shall enjoy various rights and assume various obligations in accordance with its articles of association, and shall be protected by national laws in accordance with its articles of association. The relevant authorities shall have the right to intervene and punish those who violate the articles of association.
3. The basic legal basis for the company's external business communication
The articles of association of the company stipulate the organization and activity principles and detailed rules of the company, including business purpose, property status, rights and obligations, etc., which provides conditions and credit basis for investors, creditors and third parties to carry out economic exchanges with the company. All people who interact with the company's economy in accordance with the articles of association can be effectively protected by law.
4. The articles of association is the self-governing standard of the company.
The articles of association, as the self-governing norm of the company, are determined by the following contents. First, as a code of conduct, the articles of association are formulated by shareholders according to the company law, not by the state. The company law is the basis on which the articles of association are made. As the company law can only stipulate the universality of the company, it is impossible to take into account the particularity of each company.
The articles of association made by each company in accordance with the Company Law can reflect the personality of the company and provide a code of conduct for the company. Secondly, the articles of association is a kind of extra-legal code of conduct, which is carried out by the company itself without national compulsion.
When there is a violation of the articles of association of the company, as long as the behavior does not violate laws and regulations, the company shall solve the problem by itself. Thirdly, as the code of conduct inside the company, the articles of association are only effective to the company and the relevant parties, but not universal.
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